Colined products are proprietary software applications. Your use of Colined software is subject to the terms and conditions described in this End User License Agreement.
Please note, you are also responsible for periodically reviewing this End user License Agreement, as it may be updated from time to time. You understand and accept that further use of Colined software products, should this End user License Agreement be updated, is subject to your acceptance of the revised Agreement.
IMPORTANT – READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single legal entity) who’s details are provided to Colined upon Purchase (defined below) (“Licensee”) and Colined to use the Software. This EULA applies from the date when the Licensee receives the Software from a Reseller or Colined (“Purchase”). An amendment or addendum to this EULA may accompany the Software. The Licensee agrees to be bound by the terms of this EULA by installing, copying, downloading or otherwise using the Software or clicking the “I Accept/ Agree” button, indicating agreement, or triggering some similar interface device, if Purchasing the Software on-line. If the Licensee does not agree to the terms of this EULA, the Licensee may not install, copy, download or otherwise use the Software or if acquiring the Software on-line the Licensee must click the “Cancel” button. The Licensee cannot cancel its Purchase after it has started installing, copying, downloading or otherwise using the Software or indicating agreement and acceptance by, for instance, clicking a “Try it Free”, “Subscribe Now”, “Buy Now”, “Free Trial”, “I Accept/Agree” or similar button, link or other interface device on-line.
Upon Licensee’s acceptance of this EULA, Colined grants the Licensee the non-exclusive right to use the Software subject to the following:
The following applies to a Licensee’s use of all Software, excluding Cloud Applications:
The licenses granted are subject to the condition that the Licensee must ensure the maximum number of Authorised Users accessing and using the Software concurrently is equal to the number of User Licences for which the necessary Fees have been paid to the Reseller or Colined. The Licensee may purchase additional User Licenses at any time on payment of the appropriate Fees to the Reseller or Colined.
The Licensee is permitted to copy the Software for data protection, archiving and backup purposes only and for no other purpose. However, only the strictly necessary number of backup copies may be made.
Colined may in its sole discretion provide evaluation copies of the Software for customers to assess the Software, which may not have full functionality. If the Software is only provided for evaluation purposes the rights of the Licensee are limited to this evaluation license which permits the Licensee to download, install, use and operate the Software for a limited period (“Evaluation Period”) and be accessed by a limited number of temporary users only, as determined by Colined (“Evaluation License”). On the expiry of the Evaluation Period the Software will cease to function and the Licensee must remove and delete all copies of the Software in its possession.
Each license granted by Colined under this EULA is unless otherwise specified in this EULA or agreed by Colined in writing; non-exclusive and non-transferable.
Subject to the terms of this EULA and unless terminated earlier in accordance with this EULA, the term granted hereunder shall be: perpetual for a Paid License; one calendar year (365 days) from the date of Purchase for a Free License, except that an Evaluation License will operate for the Evaluation Period only.
Except as otherwise agreed in writing by Colined, the Licensee must only install the Software and make the Software available for use on hardware systems owned, leased or controlled by the Licensee.
If Colined permits the Licensee to install the Software or make the Software available for use on hardware systems not owned, leased or controlled by the Licensee (“Uncontrolled Systems”), the Licensee will ensure the terms of this EULA are complied with by users of such Uncontrolled Systems and the Licensee indemnifies Colined for all costs, damages and loss Colined suffers arising from such installation or use of the Software on Uncontrolled Systems.
The following applies to a Licensee’s use of Cloud Applications:
The licenses granted are subject to the condition that the Licensee must ensure the maximum number of Authorised Users accessing and using the Software concurrently is equal to the number of User Licences for which the necessary Fees have been paid to the Reseller or Colined. The Licensee may purchase additional User Licenses at any time on payment of the appropriate Fees to the Reseller or Colined.
Colined may in its sole discretion provide evaluation access to the Software for customers to assess the Software, which may not have full functionality. If access to the Software is only provided for evaluation purposes the rights of the Licensee are limited to this evaluation license which permits the Licensee to use and operate the Software for a limited period (“Evaluation Period”) and be accessed by a limited number of temporary users only, as determined by Colined (“Evaluation License”). On the expiry of the Evaluation Period access to the Software may be suspended or may be automatically converted to a paid license, at which time the licensee will be subject to general license terms.
Each license granted by Colined under this EULA is unless otherwise specified in this EULA or agreed by Colined in writing: non-exclusive and non-transferable.
Subject to the terms of this EULA and unless terminated earlier in accordance with this EULA, the term granted hereunder shall reflect the time and dates indicated to the Licensee.
The exception to this is in the case when the Licensee is granted an Evaluation License, which will operate for the Evaluation Period only.
If the Licensee is using a Cloud Application, the Licensee understands and agrees to Colined’s Fair Use for Cloud Application Policy. The Fair Use for Cloud Application Policy outlines constraints in the volume of use of the Cloud Application. That is, by providing the Licensee with a Cloud Application, Colined is essentially providing a service to the Licensee. In providing this service, Colined incurs costs that vary depending on the Licensee’s use of the Cloud Application itself. Costs include payment for IT infrastructure on which the Cloud Application runs, and associated network connectivity. In order to provide a service at a fixed price to the Licensee, Colined must contain overall costs, and therefore usage, to a certain level. The Licensee therefore acknowledges this.
Colined will monitor use of the Cloud Application and determine whether the Licensee is in compliance. If the Licensee is not in compliance, the Licensee will be in Breach of Fair Use.
The Licensee must pay all Fees by their due date notified to Licensee and in the manner directed at the time of Purchase of the Software. Failure to pay Fees by the due date will result in the immediate termination of the licenses granted under this EULA.
The Licensee acknowledges the Software contains Embedded Software and that in addition to the obligations of this EULA, additional obligations may apply in relation to any use of Embedded Software by the Licensee which is not in accordance with the use of the Software as permitted under the terms of this EULA. In such circumstances the Licensee must consult the relevant third party to acquire any necessary licenses and consents in relation to its use of any Embedded Software.
While the Licensee is permitted to conduct performance and comparison “benchmarking” in relation to the Software as a whole against other software, the Licensee must not conduct any “benchmarking” in relation to the Software or any part thereof.
Colined reserves all rights not expressly granted to the Licensee in this EULA. The Software and all copies thereof are protected by copyright and other intellectual property laws and treaties. Colined or its relevant third parties own the title, copyright, and all other intellectual property rights in the Software and all subsequent copies of the Software. The Software is licensed, not sold and the Licensee does not acquire any rights of ownership in the Software hereunder.
This EULA applies to updates, supplements, add-on components, or Internet-based services components which includes use of “cloud” based applications, of the Software (“Supplementary Software”) that Colined may provide to the Licensee or make available to the Licensee after the date the Licensee obtains its initial copy of the Software, unless Colined provides other terms along with any Supplementary Software. Colined reserves the right to discontinue any Internet-based services provided to the Licensee or made available to the Licensee through the use of the Software.
Any support services provided by Colined will be substantially as described in any separate written materials provided by Colined to the Licensee and may be subject to the payment of additional Fees.
Licensee must at all times: (a) ensure that only an Authorised User uses the Software and only in accordance with the terms and conditions of this EULA, (b) ensure that the Software is not used for rental, timesharing, subscription service, hosting or outsourcing.
Licensee must not, whether through negligent act or omission, or without the prior written consent of Colined, which may be withheld at Colined’s discretion and include certain conditions:
The Software includes license protection mechanisms that are designed to manage and protect the intellectual property rights of Colined and its third party suppliers. Licensee must not modify or alter those features to try to defeat the Software or use rules that the license protection mechanisms are designed to enforce. Any such attempt by the Licensee will result in the immediate termination of any license granted under this EULA
If the Licensee discovers it has breached any of its obligations under this EULA and in particular but not limited to the obligations in clause 7, the Licensee must immediately report such breach to Colined, in writing.
Where a breach involves the distribution or use of Software outside of the terms of the User License or any Additional User License (including but not limited to the use and distribution of Embedded Software), Colined and/or any third party owner of Embedded Software will be entitled (without prejudice to any other right or claim that Colined or any third party owner of Embedded Software may have against Licensee) to charge Licensee, in addition to any other Fees payable by Licensee under this EULA, a fee calculated based on the number of prohibited distributions or uses multiplied by the respective list prices that Colined and/or any third party owner of Embedded Software charges for the Software or Embedded Software respectively.
If a Licensee is in Breach of Fair Use, Colined may at its discretion suspend a Licensee’s access (right to use) the relevant Cloud Application. Colined may also approach the Licensee in the interest of designing a customised service that could accommodate the Licensee’s usage requirements.
In addition, Colined and/or any third party owner of Embedded Software will be entitled (without prejudice to any other right or claim that Colined or any third party owner of Embedded Software may have against Licensee) to charge Licensee, in addition to any other Fees payable by Licensee under this EULA, a fee calculated based on the volume of use which is in Breach of Fair Use and the respective list prices that Colined and/or any third party owner of Embedded Software charges for the Software or Embedded Software respectively.
If Colined reasonably suspects the Software has been distributed to or obtained by any person or party without Colined prior written consent, that Embedded Software is being varied or accessed or used independently of the Software or that Licensee is otherwise breaching a term of this EULA and in particular, but without limitation, its obligations under clause 7, Colined reserves the right to require the Licensee to provide an unqualified certificate executed by the Licensee’s auditor verifying compliance with the terms of this EULA. Such requests shall be made no more frequently than once per calendar year. If such an unqualified certificate is not received by Colined within ninety (90) calendar days of being required, it will be considered that a breach of this EULA has occurred allowing Colined to terminate the licenses granted under this EULA.
Notwithstanding anything else in this EULA but subject to any amendment or addendum to this EULA supplied with the Software providing permission to access the Accessible Code and to the terms and conditions contained herein, the Licensee is permitted to modify the Accessible Code in the Software to develop bug fixes, customizations or additional features solely for their internal purposes of using the Software.
Without prejudice to any other rights and in addition to any other termination rights in this EULA, Colined may terminate with immediate effect, this EULA if:
Immediately upon termination of a license granted under this EULA, the Licensee must at its own cost:
If the Software becomes, or in the opinion of Colined may become, the subject of a claim of infringement of any third party’s intellectual property rights, Colined may, at its option and in its discretion: (a) procure for Licensee the right to use the Software free of any liability; (b) replace or modify the Software to make it non-infringing; or © refund any license Fees related to this Software paid by Licensee. The foregoing states the sole liability of Colined and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Software or any other items provided by Colined under this EULA.
Licensee will indemnify and hold harmless Colined against all costs, expenses, losses and claims made against Colined as a result of any infringement of a third party’s intellectual property rights arising from the Licensee’s or its Authorised User’s unauthorised use of the Software under this EULA.
Licensee acknowledges and agrees that if Licensee breaches this EULA and Colined or any third party owner of Embedded Software suffers any loss, damage, cost or expense directly or indirectly in connection with the breach, Colined or the relevant third party owner of the Embedded Software may bring an action directly against Licensee.
To the maximum extent permitted by applicable law in the jurisdiction in which the Software or any Supplementary Software is supplied or Maintenance is provided, Colined and its third party suppliers provide the Software and any Maintenance AS IS AND WITH ALL FAULTS, and except otherwise expressly contained in the EULA, hereby disclaim all other warranties and conditions, whether express, implied or statutory.
The Licensee may have remedies against Colined imposed by law or statute which can not be excluded by Colined and its third party suppliers. To the extent the Licensee has such legal remedies against Colined or its third party suppliers then to the fullest extent permitted by law Colined and its third party suppliers’ liability is limited (a) at Colined option, to: (i) in the case of the Software: 1) repairing or replacing the Software; or 2) the cost of such repair or replacement; and (ii) in the case of Maintenance services; 1) re supply of the Maintenance services; or 2) the cost of having the Maintenance services supplied again; or (b) if the limitation set out in 14.1(a) is not applicable then to an amount of the liability up to a maximum of the sum of the multiple of three times the amount actually paid by the Licensee for the Software.
Subject to section 14.1, notwithstanding any damages Licensee might incur for any reason whatsoever to the maximum extent permitted by applicable law the entire liability of Colined and any of its third party suppliers under any provision of this EULA and Licensee’s exclusive remedy hereunder shall be limited to an amount of the liability up to a maximum of the sum of the multiple of three times the amount actually paid by the Licensee for the Software.
Notwithstanding anything else in this section 14, to the maximum extent permitted by applicable law, in no event shall Colined or its third party suppliers be liable for any loss of income; loss of business profits or contracts; business interruption; loss of the use of money or anticipated savings; loss of information; loss of opportunity, goodwill or reputation; loss of, damage to or corruption of data; special; incidental; punitive; indirect; or consequential damages whatsoever arising out of or in any way related to the use of or inability to use the Software; the provision of or failure to provide Maintenance or other services; information; software; and related content through the Software or otherwise arising out of the use of the Software; or otherwise under or in connection with any provision of this EULA, even in the event of the fault; tort (including negligence); misrepresentation; strict liability; breach of contract; or breach of warranty of Colined or any third party supplier, (including any such liability for the acts or omissions of its employees, agents and subcontractors); and even if Colined or any third party supplier has been advised of the possibility of such damages.
During the term of this EULA, Licensee grants Licensor the right to include Licensee as a customer in Software promotional material, including Licensee’s logo. Licensee can deny Licensor this right at any time by submitting a written request via email to support@colined.com and requesting to be excluded from Software promotional material. Requests generally are acted upon within thirty (30) calendar days.
This EULA may not be amended except with the written agreement of Colined whose consent may be withheld in its complete discretion without any requirement to provide reasons.
Licensee may assign this EULA to: (i) succeeding parties in the case of a merger, acquisition or change of control; or (ii) if Licensee is a supplier to a government agency; provided, however, that in each case, (a) Colined is notified in writing within ninety (90) days of such assignment, (b) the assignee agrees to be bound by the terms and conditions contained in this EULA and © upon such assignment the assignee makes no further use of the Software licensed under this EULA. Colined may assign its rights and obligation under this EULA without consent of Licensee. Any permitted assignee shall be bound by the terms and conditions of this Agreement.
The export of the Software from the country of original Purchase may be subject to control or restriction by applicable local law. Licensee is solely responsible for determining the existence and application of any such law to any proposed export and for obtaining any needed authorization. Licensee agrees not to export the Software from any country in violation of applicable legal restrictions on such export.
This EULA and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the United States, and the Courts of United States shall be the competent courts of jurisdiction.
Notwithstanding the foregoing, the parties reserve the right to seek and obtain injunctive relief, whether in the form of a temporary restraining order, preliminary injunction, injunction to enforce an arbitration award, or other order of similar import, including obtaining full payment of all fees and costs under this Agreement from any court of competent jurisdiction (e.g. local courts at the Licensee place of residence).
The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this EULA.
This EULA (and any addendum or amendment to this EULA which is included with the Software) is the entire agreement between the Licensee and Colined relating to the Software and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA.
Each party acknowledges that, in entering into this EULA (and the documents referred to in it), neither relies on any statement, representation, assurance or warranty (“Representation”) of any person (whether a party to this EULA or not) other than as expressly set out in this EULA or those documents.
Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as provided in this EULA.
Nothing in this clause shall limit or exclude any liability for fraud.
All notices given to Colined must be given to support@colined.com and to the Licensee at the address provided by it upon Purchase of the Software. Notice will be deemed received and properly served 72 hours after an electronic communication (including email) is sent, or three business days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.
If Colined fails, at any time during the term of this EULA, to insist upon strict performance of any of the Licensee’s obligations under this EULA, or if Colined fails to exercise any of the rights or remedies to which it is entitled under this EULA, this shall not constitute a waiver of such rights or remedies and shall not relieve the Licensee from compliance with such obligations.
A waiver by Colined of any default shall not constitute a waiver of any subsequent default.
No waiver by Colined of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to the Licensee in writing.2
If any provision of the EULA (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable and to give effect to the commercial intention of the parties.
Each party shall (at its own expense) promptly execute and deliver all such documents, and do all such things, or procure the execution and delivery of all documents and doing of all such things as are required to give full effect to the EULA and the transactions contemplated by it.
Nothing in the EULA is intended to, or shall be deemed to, establish any agency, partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
In this EULA, the following rules apply:
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)
A reference to a party includes its personal representatives, successors or permitted assigns;
The headings in this EULA are inserted for convenience only and shall not affect its construction.
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
A reference to one gender includes a reference to the other gender.
Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
A reference to writing or written includes faxes, e-mails, communications via websites and comparable means of communication.
Clauses 1, 4, 5, 7, 9, 11, 12, 13, 14, 15, 16, 19, 20, 21, 22, 23, 24, 25, 26 and 27 shall survive any termination of this EULA.
We are always striving to improve our products. In order to do so, we need to measure, analyse, and aggregate how users interact with them, such as usage patterns and characteristics of our user base. We collect and use analytics data regarding the use of our Products.